Item 1.01. Entry into a Material Definitive Agreement.
The information disclosed under Item 1.02 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01 to the extent required.
Item 1.02 Termination of a Material Definitive Agreement.
As previously reported, on December 9, 2021, North Mountain Merger Corp., a
Delaware corporation ("North Mountain"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") with North Mountain Merger Sub Inc., a wholly
owned subsidiary of North Mountain ("Merger Sub I"), North Mountain Merger Sub
II, LLC, a wholly owned subsidiary of North Mountain ("Merger Sub II"), and
Corcentric, Inc., a Delaware corporation ("Corcentric").
Termination of Merger Agreement
On August 29, 2022, North Mountain and Corcentric announced that they had
entered into a Letter Agreement (the "Termination Agreement"), pursuant to which
the parties agreed to mutually terminate the Merger Agreement, effective
immediately.
Termination of Related Agreements
As a result of the termination of the Merger Agreement, the Merger Agreement
will be of no further force and effect, and each of the transaction agreements
entered into in connection with the Merger Agreement, including, but not limited
to (i) the Share Vesting and Warrant Surrender Agreement (the "Share Vesting and
Warrant Surrender Agreement"), dated as of December 9, 2021, by and between
North Mountain, North Mountain LLC, a Delaware limited liability company (the
"Sponsor"), and Corcentric, (ii) the lockup agreements (the "Lockup
Agreements"), each dated as of December 9, 2021, entered into by North Mountain
and certain Corcentric stockholders, (iii) the registration rights agreement
(the "Registration Rights Agreement"), dated as of December 9, 2021, by and
among North Mountain, the Sponsor and certain stockholders of Corcentric, (iv)
the subscription agreements (the "Subscription Agreements"), each dated as of
December 9, 2021, between North Mountain, investment funds managed by Wellington
Management Company LLP, Millais Limited and SMMC Sponsor Interests, LLC and (v)
the support agreement (the "Support Agreement"), dated as December 9, 2021, by
and among North Mountain, Merger Sub I, Merger Sub II and certain stockholders
of Corcentric, will either automatically be terminated in accordance with their
terms or be of no further force and effect.
The foregoing descriptions of the Merger Agreement, the Termination Agreement,
the Share Vesting and Warrant Surrender Agreement, the Lockup Agreements, the
Registration Rights Agreement and the Subscription Agreements do not purport to
be complete and are qualified in their entirety by the terms and conditions of
the full text of the Termination Agreement, which is attached hereto as Exhibit
10.1, the full text of the Merger Agreement, which was previously filed as
Exhibit 2.1 to North Mountain's Current Report on Form 8-K (the "Signing 8-K")
filed with the U.S. Securities and Exchange Commission (the "SEC") on December
10, 2022, the full text of the Share Vesting and Warrant Surrender Agreement,
which was previously filed as Exhibit 10.5 to the Signing 8-K, the full text of
the Lockup Agreements, the form of which was previously filed as Exhibit 10.4 to
the Signing 8-K, the full text of the Registration Rights Agreement, which was
previously filed as Exhibit 10.3 to the Signing 8-K, and the full text of the
Subscription Agreements, a form of which was previously filed as Exhibit 10.1 to
the Signing 8-K., and the full text of the Support Agreement, which was
previously filed as Exhibit 10.2 to the Signing 8-K.
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Item 7.01 Regulation FD Disclosure.
On August 29, 2022, North Mountain and Corcentric issued a joint press release
announcing the termination of the Merger Agreement. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
As a result of the termination of the Merger Agreement, the special meeting of
the stockholders of North Mountain, which was to be held for the purpose of
voting on the Merger Agreement and proposed transactions related thereto, will
not take place, and North Mountain intends to withdraw the Registration
Statement on Form S-4 originally filed with the SEC on January 7, 2022, as
amended from time to time.
The foregoing is being furnished pursuant to Item 7.01 and will not be deemed to
be filed for purposes of Section 18 of the Securities and Exchange Act of 1934,
as amended (the "Exchange Act"), or otherwise be subject to the liabilities of
that section, nor will it be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
10.1 Letter Agreement
99.1 Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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